A tie-down rail apparatus extends below top rim walls on side walls for a load-carrying bed of a pick-up truck. Rails extend between walls forming stake pockets where end portions of the rails each engages with a coupling socket extending from a holder which is supported by walls of the stake pocket. The holders have an L-shaped, U-shaped or S-shaped configuration to wrap around the walls of the stake pocket and support the coupling sockets. The rail is supported for telescoping movement from a connector in one modification and in another modification, the rail takes the form of a rectangular tube with a longitudinal slot to support tie fixtures at various locations along the slot.